TMT Acquisition Corp. (NASDAQ:TMTC) has entered into a definitive agreement to combine with eLong Power at an equity value of $450 million.

Ganzhou, China-based eLong Power makes lithium-ion batteries for EVs and specialty vehicles along with energy storage systems.

The combined company is expected to trade on the Nasdaq once the deal is completed in the first half of 2024.

Transaction Overview

TMT has about $61.2 million in its current trust and the two sides plan to raise a PIPE of up to $15 million.

The SPAC must hold onto more than $5 million in cash in order for the deal to close. eLong shareholders stand to earn up to 9,000,000 additional shares though an earnout if it hits unspecified revenue milestones in 2024 and 2025.

The company and sponsor have agreed to a six-month lock-up, but each may be released early if the combined company trades at or above $12 for 20 of 30 trading days at least 150 days out from close.

Quick Takes: TMT brings another EV battery deal to the market, albeit one with a target that is a bit of an enigma.

eLong Power, also known as Huizhou Yipeng Energy Technology, was founded in 2014 and in 2016 sold a 50% stake in itself to Highpower International for $17.3 million. For Highpower at the time, the move expanded its portfolio of battery products from primarily bikes, power tools and medical devices into lithium-ion EV battery systems.

Highpower then sold a stake in itself and eLong Power to New Power for $10.5 million the following year. The current ownership of the full conglomerate is unclear but Highpower had been Nasdaq-listed through these days before being acquired in a take-private transaction by its own parent.

In its last public financials, Highpower reported that it generated $133 million in sales for a $4.9 million in net income in the first half of 2019. It did not break out how much of this business activity came from eLong, but a majority of its revenue came from its lithium business, as opposed to the Ni-MH batteries that Highpower had been producing as a legacy business before acquiring eLong.

It pulled in $104.9 million from lithium-ion batteries during this time, nearly all of which were sold in Asia.

Since then, however, both the company and its eLong Power subsidiary have been something of a black box as all websites associated with their brand names are no longer active.

eLong claims that it has expanded its technology through the intervening years to provide lower-cost, fast-charging EV batteries and scaled-up energy storage systems. The deal announcement press release also hints that the company plans to stay in its local market as well, taking advantage of favorable policies and incentives in China.

This makes for somewhat counter-intuitive timing for such a transaction. Many companies have been trying to find ways to take advantage of US subsidies in the Inflation Reduction Act to build EVs in the US and there are worries about China’s economy with looming debt issues.

Nonetheless, China-based EV de-SPACs have lately outperformed their US-based peers. Still, TMT and eLong will likely have to release far more information to get US investors engaged.

ADVISORS

• eLong Advisors:
  • Graubard Miller is acting as U.S. legal advisor
  • Harneys is acting as Cayman Island legal advisor
  • Han Kun Law Offices is acting as China legal advisor
• SPAC Advisors:
  • The Crone Law Group P.C. is acting as U.S. legal advisor
  • Ogier is acting as Cayman Island legal advisor
  • Ever Talent Consultants Limited is acting as exclusive financial advisor